<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 1999 Commission File No. 0-15940
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
A MICHIGAN LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2593067
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
280 DAINES STREET, BIRMINGHAM, MICHIGAN 48009
(Address of principal executive offices) (Zip Code)
(248) 645-9261
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act:
$1,000 per unit, units of limited partnership interest
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
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UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
A MICHIGAN LIMITED PARTNERSHIP
INDEX
Page
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Balance Sheets
June 30, 1999 (Unaudited) and
December 31, 1998 3
Statements of Income Six months ended June 30, 1999 and 1998
and Three months ended
June 30, 1999 and 1998 (unaudited) 4
Statements of Cash Flows
Six months ended June 30, 1999
and 1998 (Unaudited) 5
Notes to Financial Statements
June 30, 1999 (Unaudited) 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS 7
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 10
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UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
A MICHIGAN LIMITED PARTNERSHIP
BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS JUNE 30, 1999 DECEMBER 31, 1998
------------- -----------------
(UNAUDITED)
<S> <C> <C>
Properties:
Land $ 5,280,000 $ 5,280,000
Buildings And Improvements 23,957,675 23,934,391
Furniture And Fixtures 154,271 127,800
Manufactured Homes 828,423 748,657
------------- -----------------
30,220,369 30,090,848
Less Accumulated Depreciation 10,079,556 9,654,556
------------- -----------------
20,140,813 20,436,292
Cash And Cash Equivalents 1,091,358 537,777
Unamortized Finance Costs 667,547 710,548
Other Assets 984,045 824,267
------------- -----------------
Total Assets $ 22,883,763 $ 22,508,884
------------- -----------------
<CAPTION>
LIABILITIES JUNE 30, 1999 DECEMBER 31, 1998
------------- -----------------
(UNAUDITED)
<S> <C> <C>
Line of Credit $ 600,000 $ 469,523
Accounts Payable 63,927 76,588
Mortgage Payable 32,984,832 33,119,108
Other Liabilities 1,246,767 847,840
------------- -----------------
Total Liablities $ 34,895,526 $ 34,513,059
Partners' Equity:
General Partner (1,711,501) (1,770,028)
Class A Limited Partners (9,703,095) (9,636,980)
Class B Limited Partners (597,167) (597,167)
------------- -----------------
Total Partners' Equity (12,011,763) (12,004,175)
------------- -----------------
Total Liabilities And
Partners' Equity $ 22,883,763 $ 22,508,884
------------- -----------------
</TABLE>
See Notes to Financial Statements
3
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UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND
A MICHIGAN LIMITED PARTNERSHIP
<TABLE>
<CAPTION>
STATEMENTS OF INCOME SIX MONTHS ENDED THREE MONTHS ENDED
(UNAUDITED) JUNE 30, 1999 JUNE 30, 1998 JUNE 30, 1999 JUNE 30, 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Income:
Rental Income $ 4,129,853 $ 3,988,692 $ 2,070,070 $ 1,996,805
Other 236,807 189,037 105,608 99,057
------------- ------------- ------------- -------------
Total Income $ 4,366,660 $ 4,177,729 $ 2,175,678 $ 2,095,862
------------- ------------- ------------- -------------
Operating Expenses:
Administrative Expenses
(Including $107,844 and $103,376 in Property Management
Fees Paid to An Affiliate for the Three Month Period
Ended June 30, 1999 and 1998, Respectively) 882,879 913,938 430,108 434,550
Property Taxes 411,331 414,780 206,274 207,375
Utilities 253,516 236,488 129,310 124,132
Property Operations 547,418 529,856 287,909 270,223
Depreciation And Amortization 468,000 456,300 234,000 227,800
Interest 1,369,004 1,402,860 696,317 700,360
------------- ------------- ------------- -------------
Total Operating Expenses $ 3,932,148 $ 3,954,222 $ 1,983,918 $ 1,964,440
------------- ------------- ------------- -------------
Net Income $ 434,512 $ 223,507 $ 191,760 $ 131,422
------------- ------------- ------------- -------------
Revised and corrected as of July 7, 2000
Income Per Limited Partnership Unit:
Class A $ 5.41 $ 0.00 $ 2.03 $ 0.00
Class B $ 24.39 $ 18.37 $ 11.51 $ 9.82
Distribution Per Limited Partnership Unit
Class A $ 4.25 $ 4.00 $ 2.25 $ 2.00
Class B $ 4.25 $ 4.00 $ 2.25 $ 2.00
Weighted Average Number Of Limited
Partnership Units Outstanding
Class A 20,230 20,230 20,230 20,230
Class B 9,770 9,770 9,770 9,770
</TABLE>
See Notes to Financial Statements
4
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UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND
A MICHIGAN LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, 1999 JUNE 30, 1998
------------- -------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net Income (Loss) $ 434,512 $ 223,507
Adjustments To Reconcile Net Income
(Loss) To Net Cash Provided By
Operating Activities:
Depreciation 425,000 413,300
Amortization 43,000 43,000
(Increase) Decrease In Other Assets From Operations (159,777) (198,456)
Increase (Decrease) In Accounts Payables (12,661) (43,902)
Increase (Decrease) Other Liabilities From Operations 398,927 228,324
----------- -----------
Total Adjustments 694,489 442,266
----------- -----------
Net Cash Provided By (Used In)
Operating Activities 1,129,001 665,773
----------- -----------
Cash Flows From Investing Activities:
Capital Expenditures (129,521) (93,651)
Funds From Line of Credit 130,477 110,607
----------- -----------
Net Cash Provided By (Used In)
Investing Activities 956 16,956
----------- -----------
Cash Flows From Financing Activities:
Distributions To Partners (442,100) (422,500)
Principal Payments on Mortgage (134,276) (121,189)
----------- -----------
Net Cash Provided By (Used In)
Financing Activities (576,376) (543,689)
----------- -----------
Increase (Decrease) In Cash 553,581 139,040
Cash, Beginning 537,777 649,137
----------- -----------
Cash, Ending $ 1,091,358 $ 788,177
----------- -----------
</TABLE>
See Notes to Financial Statements
5
<PAGE> 6
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
A MICHIGAN LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
June 30, 1999 (Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Presentation:
The balance sheet as of June 30, 1999, the related statements of income and
statements of cash flow for the periods ended June 30, 1999 and 1998 have been
prepared by management, pursuant to the rules and regulations of the Securities
and Exchange Commission, without audit by independent public accountants. In the
opinion of management, all adjustments (consisting of only normal recurring
accruals) necessary for a fair presentation of such financial statements have
been included.
The financial statements and notes are presented as permitted by the rules and
regulations of the Securities and Exchange Commission for Form 10-Q and do not
contain certain information included in the Company's annual financial
statements and notes, which should be consulted.
2. PAYMENTS TO AFFILIATES:
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, 1999 JUNE 30, 1998 JUNE 30, 1999 JUNE 30, 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
PROPERTY MANAGEMENT FEE
TO UNIPROP, INC.: $ 217,117 $ 207,999 $ 109,273 $ 104,623
</TABLE>
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ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Capital Resources
The Partnership's capital resources consist primarily of its four manufactured
housing communities. On March 25, 1997 the Partnership borrowed $33,500,000 from
Nomura Asset Capital Corporation (the "Financing"). It secured the Financing by
placing liens on its four communities. As a result of the Financing, the
Partnership distributed $30,000,000 to the Limited Partners, which represented a
full return of the original capital contributions of $1,000 per unit.
Liquidity
As a result of the Financing, the Partnership's four properties are mortgaged.
At the time of the Financing, the aggregate principal amounts due under the four
mortgage notes was $33,500,000 and the aggregate fair market value of the
Partnership's mortgaged properties was $53,200,000. The Partnership expects to
meet its short-term liquidity needs generally through its working capital
provided by operating activities.
The Partnership's long-term liquidity is based, in part, upon its investment
strategy. The properties owned by the Partnership were anticipated to be held
for seven to ten years after their acquisition. All of the properties have been
owned by the Partnership more than ten years. The General Partner may elect to
have the Partnership own the properties for as long as, in the opinion of the
General Partner, it is in the best interest of the Partnership to do so.
The Partnership has a renewable $600,000 line of credit with National City Bank
of Michigan/Illinois (formerly First of America Bank). The interest rate on such
line of credit, floats 180 basis points above 1 month LIBOR, which on June 30,
1999 was 5.19%. The sole purpose of the line of credit is to purchase new and
used homes to be used as model homes and offered for sale within the
Partnership's communities. Over the past three years, sales of the new and used
model homes have been growing and the General Partner believes that continuing
the model home program is in the best interest of the Partnership. As of June
30, 1999, the outstanding balance on the line of credit was $600,000. In the
event that the General Partner deems it necessary to increase the existing line
of credit, the General Partner will consult with Manufactured Housing Services,
the Partnership's consultant (with whom it is required to consult on such
matters) to obtain such increase.
Net Cash from Operations available for aggregate distributions to all Partners
in UMHCIF during the quarter ended June 30, 1999 amounted to $425,760. The
amount available during the same period in 1998 was $359,222. Management
considers Net Cash from Operations to be a supplemental measure of the
Partnership's operating performance. Net Cash from Operations is defined to mean
net income computed in accordance with
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generally accepted accounting principles ("GAAP"), plus real estate related
depreciation and amortization. Net Cash from Operations does not represent cash
generated from operating activities in accordance with GAAP and is not
necessarily indicative of cash available to fund cash needs. Net Cash from
Operations should not be considered as an alternative to net income as the
primary indicator of the Partnership's operating performance or as an
alternative to cash flow as a measure of liquidity.
The quarterly Partnership Management Distribution due and paid to the General
Partner for the second quarter was $139,500, or one-fourth of 1.0% of the most
recent appraised value of the properties held by the Partnership.
($57,300,000 x .01 = $573,000 / 4 = $143,250)
The cash available after payment of the Partnership Management Distribution of
$143,250 from Net Cash from Operations was $282,510. From this amount, the
General Partner elected to make a total distribution of $93,750 for the second
quarter of 1999, 80.0% or $75,000 was paid to the Limited Partners and 20.0% or
$18,750 was paid to the General Partner. The General Partner will continue to
monitor on-going Net Cash from Operations generated by the Partnership during
the coming quarters. If Net Cash from Operations generated is lower or higher
than the amount needed to maintain the current distribution level, the General
Partner may elect to reduce or increase the level of future distributions paid
to the Limited Partners.
While the Partnership is not required to maintain a working capital reserve, the
Partnership has not distributed all the cash generated from operations in order
to build cash reserves. For the quarter ended June 30, 1999, the Partnership
added $188,760 to reserves. During the same quarter in 1998, the Partnership
added $144,723 to cash reserves. The amount placed into reserves is at the
discretion of the General Partner.
Results of Operations
Overall, as illustrated in the tables below, the four properties enjoyed a
combined average occupancy of 97.5% (1,779/1,824 sites) at the end of June 1999,
versus 97.9% a year ago. The average monthly rent in June 1999 was approximately
$407, or 3.0% more than the $395 average monthly rent in June 1998.
<TABLE>
<CAPTION>
Total Occupied Occupancy Average
Capacity Sites Rate Rent
<S> <C> <C> <C> <C>
Aztec Estates 645 620 96.1% $ 454
Kings Manor 314 303 96.5 438
Old Dutch Farms 293 284 96.9 391
Park of the Four Seasons 572 572 100.0 354
-------- -------- --------- -------
Total on 6/30/99: 1,824 1,779 97.5% $ 407
Total on 6/30/98: 1,824 1,786 97.9% $ 395
</TABLE>
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<TABLE>
<CAPTION>
GROSS REVENUES NET OPERATING
INCOME
6/30/99 6/30/98 6/30/99 6/30/98
<S> <C> <C> <C> <C>
Aztec Estates $ 822,799 $ 779,187 $ 444,866 $ 404,992
Kings Manor 374,565 370,797 243,059 228,017
Old Dutch Farms 352,905 346,621 224,677 230,513
Park of the Four Seasons 612,371 589,511 383,912 353,818
----------- ----------- ----------- -----------
2,162,640 $ 2,086,116 1,296,514 $ 1,217,341
Partnership Management: 13,038 9,746 (50,937) (59,657)
Other Non Recurring expenses: ----- ---- (123,500) (98,101)
Debt Service (696,317) (700,360)
Depreciation and Amortization ---- ---- (234,000) (227,800)
----------- ----------- ----------- -----------
$ 2,175,678 $ 2,095,862 $ 191,760 $ 131,422
</TABLE>
COMPARISON OF QUARTER ENDED JUNE 30, 1999 TO QUARTER ENDED JUNE 30, 1998
Gross revenues increased $79,816, to $2,176,678 in 1999, as compared to
$2,095,862 in 1998. The increase in gross revenues is the result of higher
average rents at the Partnership's four communities (see table on previous
page).
As described in the Statements of Income total operating expenses increased
$19,478, to $1,983,918 in 1999, as compared to $1,964,440 in 1998. The slight
increase is due to an increase in property operation expenses.
As a result of the foregoing factors, net income increased to $191,760 for the
quarter ended June 30, 1999 from $131,422 for the quarter ended June 30, 1998.
MANAGEMENT EXPENSES
Net Partnership management expenses paid during the quarter amounted to $50,937.
Gross expenses of $63,975 (data processing, accounting and legal expenses,
office supplies and wages to employees of the Partnership) were partially offset
by income of $13,038 generated by interest on the Partnership's reserves and
transfer fees. The figures for last year's second quarter were $59,657, $69,403
and $9,746, respectively.
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K
(a) Exhibits
Exhibit Number Description
-------------- -----------
27 Financial Data Schedule
(b) Reports of Form 8-K
There were no reports filed on Form 8-K during
the three months ended June 30, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Uniprop Manufactured Housing
Communities Income Fund,
A Michigan Limited Partnership
BY: P.I. Associates Limited Partnership,
---------------------------------------
A Michigan Limited Partnership,
its General Partner
BY: /s/ Paul M. Zlotoff
---------------------------------------
Paul M. Zlotoff, General Partner
BY: /s/ Gloria A. Koster
---------------------------------------
Gloria A. Koster, Principal Financial
Officer
Dated: July 17, 2000
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION PAGE
-------------- ----------- ----
27 Financial Data Schedule
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